The Last Shall Be First
by Paladin of Farore
Summary: Three months after returning to Jackson Ellie and Joel find that there's far more to the world than they knew. Factions clash for dominance. Heroes of legend rise to fight a war for humanity's survivors. Of clones, gods, and soldiers. A war the pair find themselves unwittingly pulled into. At this wars end, they'll know for sure: Why are they here? And why do they keep going?
1. Prologue

_**This story is a crossover fic with the Avengers. I hope you enjoy it. I've done my best to reasonably meld the universes together. **_

**Three Months Ago: Mid Spring 2034**

The carnage that filled the halls of St. Mary's hospital was rather perplexing. Not altogether surprising considering the circumstances, but still, perplexing.

By the time a lithe, black clad figure came stalking over the remains of several dozen armed Fireflies the blood had already begun it's slow drying process, it's stagnant stench beginning to drift to every untouched corner of the facility. Weapons still loaded with their triggers half pulled by cold dead fingers lay loose on the ground, adding up to enough ordinance to outfit a small army.

After all, this had been a small army. The last bastion of the resistance group known as the Fireflies. Most of their numbers had already been decimated in recent years by heavy military crackdowns, and this loss would finally break the camels back. All but a tiny smattering of the group still lived, and even then, their charismatic leader lay dead in the parking garage roughly a hundred feet below the surgical floor.

The figure in black shook her head, loosening the curl of her slowly graying read hair.

Horrible as it sounded the groups decimation brought her a great sense of relief.

Granted, many of the Fireflies had been genuinely good people, out to make a difference in the godforsaken hell-scape that had once been the United States. But that being said, their actions as a group were nothing short of domestic terrorism. Most of their operations did little more than provoke the military, leaving uninvolved civilians to get caught up in the crossfire.

Their desperation and radical methods had long ago eclipsed their once noble intentions. Morality had long since been abandoned, and as a result they'd become nothing more than a crazed militia group hiding beneath the moniker of rebellion.

To the red headed woman however, the icing on the cake was the fact that they'd been about to murder a fourteen year old girl for the slim chance that it may produce a vaccine.

The Fireflies had long since been a thorn in Natasha's side, and that of her team, but before now she'd never wished such a fate on them. Now however, it took a considerable amount of willpower not to add another bullet to the collection already riddling Marlene's body.

She knew what it was like to be used for the supposed 'greater good'. Even now many decades later she had little to no recollection of her own adolescence. It had all been washed away in a torrent of psychological conditioning and red-room brainwashing. She'd been turned into a weapon, a tool of destruction for the oh so glorious Russian state.

Despite herself, Natasha felt a strange report with the comatose girl now being sped away in the back of a truck. Though she'd been tailing the pair for the last several weeks, since the blooming of spring, she recognized the signs. That girl had more blood on her hands than she knew what to do with.

Lowering her pistol, Natasha stepped over another assortment of bodies that had been shredded by a well-placed nail-bomb. Her eyes widened a little as she examined the bodies.

She could understand why the man called Joel had done all this. He hadn't been able to stand by while the Fireflies killed the girl.

But what perplexed her was how he did it. How in god's name had a man with no formal military training taken down a well-armed militia with nothing more than a collection of makeshift weaponry?

Paternal instinct, perhaps?

The next several corridors contained similar scenes of slaughter.

Natasha took a left towards the elevator.

She didn't have long before she'd have to be after them. Commandeering a vehicle shouldn't be too difficult with the garrison dead. And her driving skills were more than enough to close the distance between her and her charges. But before that she had one more floor to check. The basement that laid adjacent to the garage. Facilities like this always had useful equipment, and she and her team weren't well off enough to just leave it.

With the press of a button the elevator doors slid open, albeit rather shakily, and she stepped into cubicle lit only by a single flicker light hanging from above. The hospitals lighting system was shaky at best. Most of the electricity was being diverted to surgical equipment or high powered computer terminals.

When the doors opened at her destination, Natasha knew at once that something was off.

It was a nondescript square room with the only notable features being a few desks shoved against the walls and a large map of the building plastered on the back wall that was peeling at the corners.

She tutted as if chastising a child.

Rooky mistake.

Boot heels clicking with each step, the well versed agent approached the map and with a single flourish ripped it from the wall, revealing an enormous metal doorway drilled into the concrete. A perfectly circular portal with a keypad off-center.

This had been the contagion vault before the outbreak. Where samples of diseases were kept under lock and key, and, as the infected that wandered the world in droves showed, were probably experimented on with careless abandon. Two chairs on either side of the door were evidence of two armed sentries that had stood watch here. They must have charged upstairs to aid their comrades when the fighting started, and were now probably somewhere amongst the immense corpse pile.

A quick flash of a blacklight revealed the numbers of the entrance code. Judging by the intensity of each fingerprint, the order was easy enough to discern.

6132013. The date of the outbreak. How fitting.

Natasha cringed slightly at the grating of metal as the door spun itself open, letting otherworldly green light spill over the assassins wrinkling face.

Being experience as she was, Natasha wasn't easy to surprise. But what lay in the vault had her jaw dropping through the floor. Almost fearfully, hand on her pistol at once, she stepped inside.

The vault was a long rectangular chamber, almost like an oversized hallway. Steel greats made up the floor to allow for draining in case of flooding, and large pipes ran just below the celling. She noticed none of these things.

What caught her eyes were the twelve cylindrical glass tanks that lined the walls, filled with strange fluid that glowed with a greenish ting. Clearly these were salvaged pods. Scuffs marked the bottoms, and the S.H.I.E.L.D logo was emblazoned at the top. Even her former employers bases had been overrun after the outbreak. Employees ransacked the place and left them open for the picking.

Each chamber stood teen feet tall and had a display panel running streams da ta every few seconds. And in each tank was a twisting, churning lump of flesh.

Some were just flesh, raw meat with little to no blood marinating in the tank. Others had malformed limbs that sprouted at all the wrong angles, and still others had matted hair and revolving eyes that were as green as the tanks fluid.

"These had to have been set up in the last six hours" Natasha said aloud, trying to calm her nerves to absolutely no avail. Her hands were shaking. She knew exactly what this was, and she prayed silently to a god she'd never really believed in that she was wrong. She wasn't.

Cautiously, she took a step deeper into the room, fleshy shadows falling around her. A lidless eye gaped.

A tank labeled number eight stood in the center of the left row. A very different shadow fell from it's glass. One with limbs, a head, and brunette hair.

"Ёб твою́ мать!" she breathed in her native tongue.

Tank number eight held a naked girl blooming with adolescence. Smallish breasts were budding and a petite body was beginning to show curves. Brown hair fell ghost-like around a pair of shoulders. Cables and cords tangled around the limbs, feeding vitals signs from the major organs systems to the read out panel at the tanks base.

The girls' arms and legs were paper thing, nothing but bones and bulging veins beneath otherwise opaque skin. Her stomach was blank. No umbilical cord, no bellybutton. She had never been born, after all. She'd been created.

Natasha knew then her plans had changed entirely. It would be a week before this girl would be well enough to walk, let alone travel. Her muscles would be undersized due to lack of use, and she'd be disoriented. Confused in ways that Natasha herself could never hope to understand.

A line thrummed up and down with the thrum of a heartbeat. The delta brainwave was present, and full of dormant activity.

Nearly frantic Natasha's hand flew to her earpiece. Sending a message this far below the ground would nearly cut her charge in half, but this couldn't wait.

"Black Widow to Tower, Captain, do you read?"

Almost instantly the voice of the Star-Spangled-Man replied. Static muffled his syllables only slightly.

"I read you, Widow. What have you got?"

"A flash-clone" Natasha said, gazing into the unconscious face of Ellie floating behind the glass.


	2. Impostors

**Present Day: Early Summer 2034**

Practiced fingers pulled the bowstring back with careful elegance. It's minuscule length held a deceptive amount of power, vibrating with a heavy intensity. The arrowhead gleamed in the little sunlight that managed to pierce the canopy high above.

A deer stood grazing not fifteen yards from the young huntress, head dipped down the ample tufts of grass sprouting up from between the overturned logs and ferns that littered the ground. Enormous antlers topped the bucks head, nearly two feet a piece in length. He had quite a rack on him.

Ellie's lip twitched upward slightly.

She'd have to write that one down once they got back. Jokes were a good distraction. And unless she was busy with hunting, scavenging or any of the other miscellaneous crap Tommy had her Joel doing, distractions were a vital resources. Her nightmares were a perfect testament to that.

It was the same every time. David's haggard face looming over her, eyes moving over her young body with a horrific mix of lust and hunger. She swung her knife at him, but her flails did nothing. His teeth sank into the flesh of her throat. Hand drifting to her chest…

These nights always ended the same way, with her curled up next to Joel, head buried in his chest. Her tears fell freely in that position. He'd stroke her hair comfortingly.

"_I gotcha, baby girl."_

Baby girl. Two words than sent more emotions than she'd ever be comfortable with coursing through her. Wonderful, terrible emotions that implied things that if said aloud, could destroy her completely and utterly. So she buried those implications deep. Never to be thought of again. At least she hoped not.

The fate of Bill and Frank, of Henry and Sam told her more than enough.

What she knew was that she needed him. Needed his comfort. His companionship. And if that was what semblance of peace life could offer her, she'd defend it. Tooth and nail.

Taking a single step forward across the dead leaves and plant matter, she lined her bow up for the perfect shot. The bow was a part of her, and she of it. Life blood flowed between her and the finely carved wood, the bowstring taut as the muscles in her arms.

The bucks head snapped upward, amber colored eyes darting around the tiny clearing. A creaking noise sounded from somewhere above. Creak, creak, creak….

SNAP!

A flailing human form came tumbling down with the oak branch that had once supported it's weight. In single bound the buck was gone between the trees, hooves bouncing melodiously off gnarled roots and long forgotten stones.

"Goddamnit…." Said Joel's prone form from beneath the underbrush to Ellie's left. He crawled out from his hiding place, pulling twiggy leaves from his graying beard. He glared menacingly at the boy crumpled beneath the oak.

Seething with irritation, Ellie lowered the bow, unreleased tension still sending shockwaves up her arms.

"For fuck's sake Jimmy, not again!" she grumbled. This was the third deer they'd lost this week. All thanks to the bumbling engineer called Jimmy Hopkins.

"I'm sorry!" the freckled read cried indignantly, holding his hands up in defense. His eyes darted back and forth between Ellie and Joel, unsure who he should be more afraid of. Joel had become infamous in Jackson for scaring the piss out of any number of teenaged boys. A single look from him was enough to send one sprinting for the closest shelter.

But then again, Ellie was just as competent. Her bowshots never missed. Right between the eyes every time.

"Y'all can come out!" called to the rest of the hunting party. "Weasley here scared 'em off!"

A cavalcade of swears came choking through the trees as three other teen boys came stalking out of their hiding places.

"You suck Jimmy!" Jimmy's old brother Rick called. He too had red hair and freckles, though both were a shade darker. Unlike the others he carried no weapons apart from a sheath knife at his belt. Instead he hefted an enormous pack over one shoulder. Emergency supplies, ammunition, and their spoils bag, now filled with nothing but rabbits. They'd had a lot of rabbit lately.

The Malone brothers said nothing audible, their curses muffled behind facial hair quite burly for seventeen year old twins. They didn't talk much except to each other. Though they were more than enough use on a hunt. The rifles slung over their should were for more than just show.

"I'm sorry!" Jimmy babbled again as Ellie approached. "I-"

"Get up" she interrupted, pulling him up by forearm. He was incredibly light. Nothing but skin and bone wrapped up in an old t-shirt. "Go check the snares back that way" she pointed in the direction of Jackson. "They might've caught by something by now."

Snare traps were Jimmy's speciality. Really, they were all he was good for on hunting trips. His hands were always twitching, as was the rest of him, and he couldn't do stealth for shit. They'd have left him back in town if Tommy and Maria hadn't instituted a 'no man left behind' policy. No one was to be left alone outside of town. No exceptions. Thankfully the snares were just outside the walls. Close enough that he'd be in sight of the sentries.

Jimmy made as if to argue, but thought against it. He trundled through the foliage dejectedly. His revolver hung numbly between his fingers.

Ellie groaned inwardly. Had they been anywhere else she'd probably be palling around with Jimmy. He was a bit awkward, especially considering the way he'd blush every time she's so much as look at him. But he was a good guy. He knew comics and movies, and on movies nights back in town they'd be laughing side by side on the couch. Only occasionally would Jimmy look up and flinch at the sight of Joel sitting in the corner. God he could be a pussy sometimes.

She didn't see him that way. Hell, she'd probably never see anyone _that _way, but still, he was a friend.

Joel peered up at the orange glow of the sky.

"Looks like it's rabbit again tonight" the boys and Ellie groaned in unison.

"I'm sick of fuckin' rabbit" she told him. "There's barely any meat on 'em." Joel shrugged.

"Well unless Weasley's got another deer in one of them traps, I don't see much choice."

Crops were coming in strong this year, there'd be a lot to bring in come fall, but when possible the hunting parties had to eat what they caught. If it was something big like a deer, it was split amongst the families in town. But if it were small like a rabbit, well, it was only enough for one person anyway.

"We could check the creek" Ellie suggested. "Maybe this time the bears left our nets alone."

Joel considered this a moment. The boys stood silently off to the side. Most hunts went this way. Joel was in charge, Ellie was his second, and everyone else deferred to them. They actually knew what they were doing.

"Okay" Joel said after a moment. "We got time for that. Keep up the pace this time boys" he told the other three. "Fall behind and I'll leave ya." They weren't sure if he meant it or not.

The hunting party fell into a comfortable step down one of the well trodden paths that Jackson's runners had trampled through the woods. A mile ahead the creek gurgled with summer exuberance. It was one of a half dozen or so tributaries that splintered off of the main river. Though to small to be damned like it's powerfully flowing parent, it had proven to be a valuable source of fish.

No one in town was a huge fan of fish. It didn't last long, even in the refrigerators the engineers had managed to pull together out of spare parts. And the taste had nothing on venison. But food was food.

"Did you practice those chords this morning?" Joel asked as they walked.

"Yep" Ellie replied brightly. "I got the banged up fingers to prove it." She raised a bandaged index finger. Playing the guitar had her enthralled. Music was something that had always interested her, and now she could actually play some for herself.

"Take that thing off" he told her, scoffing.

"Fuck no!" she shot back defensively. "The strings are a bitch!"

"You gotta form callouses or it'll just keep hurtin'" he raised his own hand. The flesh of his fingertips had long since become hard as stone. "You wanna do a swimming lesson before we head back?"

Ellie glanced over her shoulder at the guys.

"With them here? God no. They'll just be staring at my ass the whole time."

Swimming had been a rather mixed experience. She liked being able to navigate obstacles without having to crouch like a little kid on a pallet that Joel dragged around, but nine times out of ten the water was freezing as all hell. Tonight though, she didn't feel like getting ogled like the meat they were supposed to be tracking.

Joel didn't count. They'd seen each other in all forms of undress over the course of their time together. And he wasn't like that. Not with her anyway.

"They won't if they know what's good for him" Joel said, patting the sawed-off hanging at his hip.

"I don't think Tommy'd appreciate you taking out three of his hunters. Doubt their families'd like it much either."

"Tommy'd understand" Joel dismissed her warnings. "Maria has a little girl come fall, he'll understand."

"Let's not risk it then. We'll swim tomorrow." He nodded. It was a reasonable compromise. Their lesson would be better off alone anyway.

The creek's gurgling had grown in volume, bubbling over the rocks, and traces of the shimmering water could be seen through the trees.

BANG!

A gunshot rang out, followed by a frightened yell. Jimmy.

They exchanged looks.

"You get the fish" Joel told the boys, loading a round into his hunting rifle. He closed the chamber with a harsh click. "We'll take care of this."

"But-"

"Don't argue Rick" Joel interjected. "Someone has to get the food before someone else finds it." He glanced at Ellie. "We got this covered."

The duo didn't wait for any further reactions. Suddenly they were sprinting through the woods, the greenery becoming a blur as they passed. Ellie nocked an arrow. Her heart hammering in her chest. There'd only been a single shot. That could be good or bad. Either Jimmy was already dead, as indicated by the lack of any further screaming, or…..

Jimmy hadn't gotten far at all. No more than a quarter mile towards where he'd set the rabbit snares.

They found him not dead but locked in a standoff with a boy neither of them had seen before. Instantly both of them had their weapons on him.

"Whoa whoa whoa!" said the newcomer, throwing up his hands. He held a sleek black rifle. "Easy there! You're buddy shot at me! I was just defending myself!"

Ellie looked to Jimmy for confirmation. The ginger nodded.

"He startled me." Ellie rolled her eyes. Oh Jimmy.

"Alright kid" Joel advised. "Here's how this is gonna work. Put down your weapons, then answer a few questions. Got it?" the boy nodded.

"Got it."

Whoever he was, this kid was smart. He immediately followed what in the wastes of the United States was the standard protocol for surrender. He laid down his rifle and removed the straps of his backpack. Stepping in quickly, Ellie grabbed both. She unloaded the weapon and did a quick search of the bag. Strangely enough, it matched his boots in color. Sleek black leather scuffed and worn by age.

There was nothing of particular interest inside, medical supplies, a cassette player with a few tapes, a few bits of food, nothing unusual….except for the large coin in the front pocket. Ellie turned it over in her hands. On both sides was emblazoned an enormous skull surrounded by a mass of tentacles.

"No weapons" she announced to Joel. "What's up with this?" she raised the coin.

"It belonged to my father" he replied, brow furrowing. He obviously didn't like her touching it. The creasing of skin made is corn colored blonde hair part more to one side. His eyes were a striking baby-blue, yet in that moment they were piercing.

"Question time" said Joel, patting his rifle for emphasis. "First off, who the hell are you?"

"My name's Jonah Smith" the boy answered, looking up from the coin. "Parents died two years ago. Dad got bit, mom killed herself. Been on my own ever since."

Joel continued without a hitch. Pretty standard answer. Orphans were more than common.

"And what are you doing out here?"

"To be honest?" Jonah glanced at Jimmy, then at Ellie, then back to Joel. "Running. A military patrol passed me about three miles west of here. Tried to take me in and I…kinda took out one of their guys. That was his rifle"

Joel and Ellie's gazes snapped together.

Fuck.

Flipping over the rifle Ellie examined it more closely. A standard issue carbine repeater. Used by not assault troops by the military outside of the quarantine zones.

"We have to move" said Joel. He didn't have to tell her twice. This was bad. Really fucking bad. The military never came out this far into the wilderness. Every now and then one of their agents would wander in on some kind of reconascaince or some other crap, but they were always taken out by the various hunter groups that wandered the hills. But a full patrol? That usually meant at least one armored vehicle. Usually with a mounted gun.

That spelled trouble for a town filled with families and children. And a fully functional Hydroelectric plant.

"Ellie" Joel ordered without taking his eyes of their new acquaintance. "Get back to town. Tell Tommy and Maria what's going on. Have 'em meet me in the common house. Weasley, head to the creek and find yer friends. Smith….you're staying with me." His face a grim mask of determination. "Tell me everything you saw. And maybe I'll think about bringin' you back with me."

**LINEBREAK**

Compared to every other populated area Ellie and Joel had passed through in their travels, Jackson was about as close to paradise as they'd ever found.

Like everywhere else, the buildings were dilapidated with age and the ravages that had come with the direct aftermath of the outbreak. Windows were broken, walls were torn and falling apart in places, and the roads were almost entirely in disrepair. Give us two years, Jimmy's engineer father insisted, and we'll have a way to patch up the concrete.

Unlike everywhere else they'd passed however, Jackson had the advantage of being self sufficient in terms of crops and energy, peaceful, and filled with some genuinely people. Well, mostly. Apart from Jimmy Ellie thought most of the guys her age were either pricks, dicks, or assholes. But at least they weren't cannibalistic rapists or hunters who shot strangers on sight.

There were over a dozen families with children filling the many empty houses that the place provided. It was an oddly pleasant sight, seeing children playing in the street without a care in the world. It'd be just like the old days were it not for the semi-ruined landscape.

Tonight however there were no kids out playing. By then, the sun had set, and only a sliver of purplish light still fell upon the earth. An air of tension hung heavily in the breeze. Patrols along the perimeter had been intensified. Lookouts atop the makeshift watchtowers had been told to keep an eye out for any signs of the military.

The common house, which was really just an old post office that had become a sort of central office building for the community, sat at the heart of Jackson. Right across the avenue was the smallish place Joel and Ellie had taken as their home. If events continued in their current direction, chances were they wouldn't be heading back there until well into the night.

Ellie sat in the front window, battered guitar across her lap and fingers plucking complacently at the threads. Jimmy sat on the couch beside her sketching some mechanical nonsense having to do with the dam and how they could possibly improve energy efficiency. Together they were pretending not to be eavesdropping on the conversation taking place on the room's other side.

Jonah sat in a chair in the dead center of the floor. His possessions were strewn about a nearby table.

"What do you think they'll do to him?" Jimmy whispered, not looking up. Jumpy as he was covert conversations were something he excelled at.

"Probably nothing" Ellie replied, covering her words with a G cord. "If they think he's worth something they'll let him stay. If not, he'll leave. Simple."

That was pretty much how it always went with newcomers. Some stayed, others left after trading a few things like bullets or bandages.

"What about the army though?" he continued. His pencil movements were much rougher than usual. From her vantage point a few feet away, Ellie could see that they were jagged as supposed to his usual flawless script. He was worried. Deathly so.

"If they come we'll fight them off. We've done it before."

"Not an entire patrol" he argued.

He had a point there. Most adults in Jackson owned guns, but they wouldn't do shit against an armored vehicle.

"We'll figure something out."

An indiscernible noise escaped the back of his throat. That wasn't much reassurance.

Cautiously she glanced over at the pseudo interrogation.

Joel and Tommy did most of the actual talking while a heavily pregnant Maria leaned against a nearby wall. She was tired a lot nowadays, and morning sickness had hid her rather brutally. Ellie couldn't hear what they were saying. They were purposefully talking in hushed voices. Apparently being under eighteen meant you didn't need to know the dangers that were closing in your home.

A minute later the impromptu meeting broke up.

"I'll meet you at the gate in ten" Tommy told Joel as he moved towards the door. No doubt he was taking Maria home for the night. Her condition left her exhausted most of the time, and now was no exception.

"Right" Joel agreed.

Ellie and Jimmy hopped to their feet as the grizzled old man came their way.

"Tommy and I are gonna check the perimeter. Kid didn't see much except about half a dozen guys and their car, but there ain't no harm in checking. We want you and Weasley to go door to door and check on everyone. See how they're doing." He glanced back at Jonah who was gathering up his things. "Take the new guy with ya too. Show him around." His tone dropped several octaves to a full whisper. "Keep an eye on him. Would you?"

Ellie nodded. Like he had to ask. Newcomers couldn't be trusted right off. They had to earn that trust. Should Smith try anything, he'd find himself with an arrow protruding out the back of his head.

"Good" he placed a hand on her shoulder. "See ya back at the house, baby girl. G'night, Weasley."

Rifle slung over his shoulder, Joel exited the common house with his flashlight clicked on.

It was this scenario that Ellie found herself walking down Jackson's streets with Jimmy and Jonah. Under the cover of night it was easy to glance his way every few seconds. There was nothing outwardly suspicious about him. But that didn't lighten her paranoia. Every now and then Jimmy shot her a pensive look. He was relying on her here. She was a better judge of newbies than he'd ever be.

With each step the blonde flipped that strange coin of his end over end, catching it in his hand.

"So whatcha think of the place?" she asked. The first house checks had been spent in relative silence. "How's it compare to the good ol' wilderness?"

Jonah glanced around. Like the other two he held a pistol. His rifle had been commandeered by the militia. Security reasons.

"Pretty nice" he admitted. "You've got a great set up here. Lots of nice people, too. Your dad is sort of terrifying, though."

"Joel's not my dad" Ellie corrected. People had made that misassumption before.

A blonde eyebrow crept upward.

"I head him call you 'baby girl'."

Ellie didn't answer. Their relationship was sort of hard to describe in words that weren't confined to her own head. Jonah let it drop.

"You play the guitar then?"

"Yep" Ellie chirped. "Joel's teaching me."

"Lucky" Jonah said with a little smile. "My dad was gonna teach me how before he died. Then he got shot and the raiders made off with his guitar. Now all I've got for music is this" he pulled out the cassette player and a handful of tapes.

"Where did you find that thing?" her voice was bright with envy. "All the music places I've been through only got tapes or old vinyl. Never any actual players!"

"Belonged to my dad when he was a kid. Back when people still used tapes. Here, check this out." Kneeling down he pulled free a few more cassettes and handed them over. All of them were the Beatles, nearly five entire albums. "Dad says they were the shit way back when."

Ellie grinned.

Quickly she snatched the player from his grip, slipped a tape inside and hit play. After a moment of whirring tape "Yellow Submarine" was echoing down the dark street.

"I think I'm starting to like you, new guy. Keep the music coming and I think you'll get along here just fine."

She didn't see the surge of jealousy form on Jimmy's face.

**LINEBREAK**

The girl had spent all day looking at herself. Even when night fell, her eyes compulsively ran over every inch of skin not covered by clothing.

Everything she saw was wrong. Completely wrong.

Where there had once been telltale signs of wear and tear now there was nothing but unblemished flesh two shades paler than she remembered.

Remembered….

That was the key word for her, wasn't it? She remembered a lot of things. Fourteen years worth of memories, of acquaintances and experiences and scars that came as signs of her survival against the harsh world. But none of that had happened. Not to her, anyway. She'd never travelled cross country with Joel, never read comics beside the firelight, never tried to lighten the mood with stupid jokes she found amusing.

All of the scars she'd ever received were gone. The one over her right eyebrow, the cuts on her shoulders that had come during her struggles with David, and of course the bite mark on her arm that had revealed her immunity. She had no bellybutton.

All of them were gone.

"Scars and physical wounds aren't genetic" Natasha 'Black Widow' Romanoff had explained as they'd set off from the hospital nearly three months ago. "Your mind is the same as before, but your body is completely new. That's what the cloning process does, it replicates the body as it is in your genetic code."

_The cloning process…._

So that was why all her scars were gone. Because they hadn't happened to her. They'd happened to the _real_ Ellie, the one sitting down in Jackson with Joel.

She wasn't really Ellie.

She was a clone.

A copy.

An impostor.

For the thousandth time that day alone she fingers the spot on her forearm where there used to be, at least to her, a bite. The skin was as smooth as a newborn babe's. She certainly felt like an infant. Her muscles were underdeveloped and stringy. They'd never been used before until she'd stumbled spluttering out of the fluid filled tube. Naked as an infant.

Who the hell was she?

It was the question that dominated her thoughts. She was Ellie, she always had been. Yet at the same time, she wasn't.

Everyday she and the Russian spy had grown closer and closer to Joel, the man she remembered seeing as a surrogate father, and the girl with whose genetic material she was created. How would they react to all this? Reject her in disgusted confusion? If she knew herself, she thought the original her would shoot her in the face the moment she revealed herself. It's what _she _would have done. What else was there to do when someone who's stolen your face shows up out of the blue?

On top of that there were the nightmares of last winter. David looming over hungrily, her screams ringing hollowly into nothingness.

The Black Widow, who insisted on her given name Natasha rather than her codename when participating in casual conversation, was crouched ten feet away. They were on a rise surrounded by trees that gave a perfect view of Jackson even from more than a mile away. A sniper rifle was braced against the woman's shoulder. Her eye was locked to the scope, scanning with laser precision.

It was a strange relationship the two of them formed in their time together. It was nothing like her relationship with Joel, which had grown warmer and warmer with time. Professional, that was the word for it. They helped each other, but they couldn't be called friends. On the whole, the girl didn't know what to make of the older woman. She'd pulled her from the tank, yet she had no idea if she was trustworthy at all.

Most of what the redheaded woman told her was nothing but vagaries or downright lies. She'd refer vaguely to her homebase, which apparently had close to a thousand people living there, and her 'team' who defended it from raiders and the elements.

"Who's your team?" she asked.

"The Avengers" had been the reply. That was a name she knew she'd heard before. None of the details were known to her, but it had something to do with an alien invasion back in 2012. Other than that one bit of info, Romanoff has been back to only half answered questions.

Clearly the clone's presence unsettled her somewhat. She probably didn't know what to do with her apart from bring her to her leader, the Captain she sometimes contacted via radio, and bring her along in tailing the duo back from Utah.

Part of the cloned girl considered going off on her own. But what would that accomplish? It would be useful to have another gun on the way to Joel, which when she thought about it was the one place she really wanted to be, even though the fear of violent rejection was more than prevalent to her thoughts.

And if it turned out Natasha was lying and slit her throat one day, what would it matter? She was a fake.

It wouldn't mean anything.

"Shit" the Widow breathed after a long silence, followed by a series of Russian words her companion couldn't understand. A hand moved to her earpiece. "Captain, I have confirmation. It's him."

"What is it?" the girl asked. She couldn't hear the reply on the other end of her communications. From someone called Captain America.

"Come take a look. I'll show you."

Rising from her position against an old elm tree, the teenager walked over to the Widow's position peered inside the offered scope. A greenish tint hugged against the glass, different from the hunting scopes she was familiar with. Night vision, it was supposed to be called.

Suddenly her vision was zoomed in on Jackson's main street. It was a group of three young people. A red head, a blonde, and her original counterpart. The clone's gripped tightened on the weapon. Blood rain cold through her veins. Actually seeing her confirmed the horrendous insecurities and fears that had been niggling at her. She truly was a fake.

"See the blonde Ellie?" That was the name the Widow insisted on calling her. What other name could she use?

"Yeah" she replied shakily. A quick adjustment had the sights focused on the lanky fair haired boy. "Who is he?" He didn't seem anything special. Mildly good looking, random tears in his clothes. Nothing that wasn't common.

The original Ellie and the red head walked on either side of him, asking animatedly about the cassette player he carried.

"Johann Schmidt. The Red Skull. An old enemy of me and my team. Our leader in particular…. He's probably the most dangerous man alive." She took a heated breath. This was terrifying her, and that was a bad sign. What scared an assassin? "That town is in trouble. Especially your friend Joel, and the other Ellie."

The other Ellie. Dear god, pronouns were going to become a bitch before too long.

"Want me to take him out?"

It would be easy. Just a squeeze of the trigger. Natasha shook her head.

"Won't do any good. He'd survive it. He's been dead before, and that hasn't ever stopped him" She turned in her position and scanned the surrounding hills. There'd been movement there. Black shapes moving in huddles stances. "He's amassing his troops. If I know the Skull, he'll attack before the night's out. That cassette player was a transmitter. The second he hit the play button half my radio channels turned to static. He's calling in his men.

Attack. That word alone was enough to spark the girl's instincts into action.

"What does he want?" Natasha shrugged.

"Control. That's what he's always wanted. This time, he means to get it through the other Ellie. Through her immunity." Reaching over she picked up the hand made bow the girl had been using and handed it over. "Backup is on it's way. But until then, we'll have to try and fight off the Skull's men from here. You're a pretty good shot from what I've seen. Let me show you a trick my partner showed me. It's explosive, really. And all it takes is a few modifications…."

**The reason why the Red Skull looks like a teenager will be explained, as well as the Avengers base and why they haven't been able to save the world in twenty years. Please Review!**


	3. Captain and Skull

Ellie had grown accustom to being abruptly awoken in the middle of the night. Having spent a year travelling the wild between the quarantine zones, her sleep cycles had been interrupted by the whizzing of bullets, the shrieks of runners, the booms of thunder that bookended a rain storm, and Joel's snoring. Though that last one could be easily remedied by a swift kick, at which point he would roll over and go silent.

All of these things had been experienced on a handful of occasions.

On this particular night however, she was introduced to an entirely foreign form of wakeup call.

She'd made it back to the house at about half past midnight, having completely the standard check in at each of Jackson's residences. Surprisingly enough, the process had actually been rather fun. In between her houses she'd chatted amiably with Jonah, who had enough music on him to fill almost an entire day. He knew music even better than she did. Maybe he'd spent his scavenging time plundering old music shops as well?

Either way, he was a great person to talk to. His manner of speaking lacked all the awkward pauses and stumbling stammers that made her conversations with Jimmy a somewhat pain in the ass.

By the time she'd curled up for bed that night, she'd decided that she liked this newcomer.

This decision evaporated the moment she woke up to a leather hand closing like a vice around her throat.

Light as a ragdoll she was pulled from bed. Airways cutoff, a scream caught in her throat. Instinctively her legs flailed outward to strike her attacker. Her feet found only air, and her flailing's grew frantic as the situation mounted. The leather clad hand turned her gaze a hundred eighty degrees, directly face to face with her assailant.

In hindsight, she really should have seen this coming. But then again, considering all the scientific mumbo jumbo and techno babble that turned out to be involved, it was kind of understandable that she, and everyone else, had been fooled. Still, it was kind of obvious when you thought about it.

Jonah's blue eyes twinkled in the sparse moonlight that fell in through the living room windows. All the casual friendliness had evaporated from his gaze, replaced by a cold, steely stare that could probably melt snow if he concentrated hard enough.

"Good evening, madchen" he drawled in an accent she couldn't identify. It was thick and clipped, but in a way that showed he was speaking that way out of a conscious choice instead of linguistic restrains. "My apologies to have to wake you in such a manner, but I have a schedule to keep. You understand, of course."

Even in her restrained, voiceless position, Ellie could see that his attire had changed as well as his voice. Gone were the tattered jeans and t-shirt of a wandering teenaged survivor, replaced by an ensemble made almost entirely out of black leather. He wore a crisp black military style uniform with the strange tentacle-skull coin attached to his lapels. A dark flowing trench coat was worn over the rest, and in the shadowed room it gave him the appearance of a ghostly specter, a spirit of death.

Ever so slightly he slackened his grip, allowing just enough opening in her windpipe for a steady stream of hair. Turning, he made to exit the building, carrying the girl at arms length.

"Fear not madchen" he told her in the same amiable tone of conversation he'd used to discuss music earlier that night. "Your life is no danger as of yet. The Cordicheps fungus that riddles your mind requires a living host to sustain itself. You'd hardly be of use to me as a corpse. Unfortunately, I can't say the same for your acquaintances. They're quite expendable should they refuse to cooperate."

Brain being clogged by his vice grip, Ellie hadn't heard much beyond her own direct vicinity. Her senses had been stifled to the point where they perceived only Jonah, his grip, his breath as he talked.

On the porch though, her senses came crawling back.

Screaming sounded from all directions, punctuated by loud thwooming noises like the rushing of wind. Blue lights flashed in her peripheral vision, and the shadows of fleeing people disappeared as suddenly as they appeared, the only evidence of their bodies forlornly falling ashes.

Gunshots were interspersed among the firing of strange energy weapons, wielded by the few members of the militia that had managed to scramble on such short notice. They were losing, and badly at that. Nearly half a dozen already laid sprawled dead on the ground, the rest huddling behind cover and peering out to take shots at the intruders.

The people who weren't, or couldn't fight back were being herded into the area around the common house where they were forced to their knees by the prodding of silvery rifles with glowing blue chambers set where the stock would be on a standard gun. Women were clutching crying toddlers to their chests, and the whole scene permeated despair.

Ellie hoped against hope that at least a few people had managed to make it to the hidden bunker set up in the common house basement.

Probably. But if the vivacious manner in which these black clad soldiers, who all wore the same skull-tentacle insignia somewhere on there uniforms, was any indicator, they'd probably end up finding them no matter how well hidden they were.

Hatred laced anger boiled in Ellie's gullet. Most other girls her age would probably be crying, and admittedly she felt like it, but that urge was overshadowed by the urge to find her switchblade and carve this fucker up until he resembled a cleaned deer carcass. Jonah chuckled heartily at her expression, though he said nothing. Thank God, she already hated the smug cunts voice.

As he paced onto the street nearby soldiers stopped their work and saluted him with two raised fists. He waved them off casually with his free hand, gaze focused on a pair of newly captured prisoners under special guard before the common house doors.

Tommy and Maria knelt side by side, flanked by two soldiers who held weapons ready at their temples.

"So here we have Jackson's fearless leaders" Jonah greeted them. "It's quite an impressive setup the two of you have here. A working power plant, more than serviceable defenses, and a population of young people large enough to sustain several future generations." His cold blue irises turned to Maria. "Though admittedly, I was quite surprised to see you here, Agent Hill. Domestics never seemed your racket. I barely recognized you with the changed hair color, the age lines or the growing offspring in your belly."

Maria glared coldly up at him, defiant and unwavering. She could feel the bulging eyes of Ellie and her husband boring into her like a drill. Choked as she was, Ellie couldn't comment on it. Tommy did instead.

"You know this bastard?" he asked in a heated whisper, afraid to speak too loudly as to provoke their captors.

"Only tangentially" Jonah answered for her. It was clear he found the entire situation either highly amusing. Either that or he was just a nutter with an anomalously large human resources department. "She was a Shield agent some two decades back. Her actions made my attack on the headquarters of my enemies all the easier. Her, and the legislation she advocated for before the World Security Council."

"Fuck you, Schmidt" she spat back at him. Jonah, or Schmidt as she'd called him, clicked his tongue disapprovingly.

"That's hardly a way to treat a guest Agent Hill. How rude of you. No matter. This place will make an excellent western headquarters for my men. Your people are free to stay on if they're willing to serve as a labor force. Deviants will be eradicated of course, but otherwise I'm sure they'll find it an agreeable existence, and you needn't worry about the girl." Ellie felt her feet sway uselessly beneath her as he gave her a shake. "She has a vital purpose to serve. You and your husband won't be quite so fortunate. I know deviants when I see them, though I won't have the pleasure of seeing you eradicated. I have a schedule to keep."

As if on cue, a whirring noise sounded from somewhere above. Bits of miscellaneous trash paper and fallen leaves began stirring from the ground as an enormous helicopter came into view overhead. It circled the settlement, gatling guns mounted to the sides, each manned by a soldier in a face covering helmet.

Ellie stared. She'd never seen a chopper actually fly before, only the remains of various crash sites. Fear blossomed like mushrooms in her stomach beside the anger. He was going to fly off in that thing, with her in tow.

"Are you ready to depart, sir? The settlement is almost completely secured" said a soldier. Schmidt shook his head.

"Not quite. Have you found the man I asked for?"

"Yes sir. We found him near the eastern wall, resisting."

Schmidt seemed to have expected this.

"And how many men did he kill before he was apprehended?"

"Seven, sir." Schmidt nodded.

"Very well. Bring him to me. I wish to speak with him before I depart."

"Yes sir!" the soldier saluted with that same two fisted gesture and darted off into the semi-lit darkness.

Schmidt loosened his grip on Ellie's throat, and she fell to the ground in a heap. Her hands flew to her neck. There were definitely going to be marks, she could already feel the dark purple forming beneath her skin. How the hell was he so strong? Her struggled hadn't fazed him in the slightest, absorbing them like a breeze, and he'd held her high above the ground without lowering her an inch for several solid minutes. Before she even had the chance to contemplate fleeing, a pair of soldiers took hold of her arms.

"Watch her" their leader commanded bemusedly. "She's spirited, that one. Hesitate for a moment and she'll cut your throat. If she does so by the way, hold your fire. Her life means more to me at the moment than any of yours."

"You're a sick fuck, you know that?" she said bluntly, not a trace of restraint in her tone.

"I've been told such things before, madchen" he drawled in reply. "But I prefer the term advanced. Though you'll have had little education in these wastes once called America, you're no doubt familiar with the term 'survival of the fittest'? I'm simply exercising my evolutionary rights. For example, were I to reach over and rip the babe from Agent Hill's womb with my bare hand, would I be committing some horrendous crime? Of course not. Agent Hill would be unable to stop me, and thus she would have no right to stop me. That is the truest rule of this world madchen, those who seize what they desire with no thought to the consequences.

Ellie blinked. Okay, this guy was definitely not military. The military had a tendency to be self-righteous, jingoistic bastards in their campaign to maintain order, but they weren't evil. This guy on the other hand….

"You….I honestly don't what to say to that. You're seriously screwed up in the head." Schmidt shrugged.

"Am I? I wouldn't be so certain, considering your father figure operates under a quite similar philosophy. Though no doubt he hasn't told you as such. Ahh, here he is. Mr. Joel, how nice of you to join me."

Ellie turned to see a triad of soldiers escort Joel out of the darkness between two squat buildings. His eye was blacked and swollen. Blood dribbled from a cut on his lip, and his hands had been secured behind his back. All his weapons had been taken, obviously. Despite his injuries he still managed a venomous glared, interrupted only by the concerned glance he shot Ellie as he caught sight of her.

"Mr. Joel" Schmidt said again. "Brother to Mr. Tommy here, and the man responsible for the final extinction of the Fireflies. It's a pleasure to converse with you." Joel ignored him.

"You alright, baby girl?" he asked Ellie.

"I'm fine" she said, shaking at the hands restraining her just a bit. Her mind was racing a thousand miles a second, a thousand more questions forming amidst her angry terror. Extinction of the Fireflies? What crap was he going on about? It made about as much sense as the dozen other references to stuff she didn't understand.

"It's rude to ignore a man addressing you, Mr. Joel" the Red Skull admonished. He made a hand gesture and Joel found himself being forced violently to his knees. "That's much better."

Squatting down on the balls of his feet, Schmidt made his gaze level with the man who, in appearance at least, was several decades his senior.

"You and are very much alike, Mr. Joel."

Joel said nothing

Schmidt continued .

"We are, Mr. Joel, I ways neither you nor your young ward seem to comprehend. Allow me to elaborate. You see, I've had my eye on young Ellie here for quite some time. An immunity is quite the rarity, so of course I jumped at the opportunity. Unfortunately my forces had been deployed elsewhere, plundering an old government warehouse. Your government saw fit to confiscate the Fuherer's trinket's after the war's end, courtesy of a very determined archeologist, Jones I think was his name. But I digress.

So, recently, I began following the girl's trail. It's quite the trek the two of you made from Massachusetts. But until my men reached St. Mary's in Utah, my interest was soley in the girl. After investigating the place however, I'll admit that you piqued my curiosity Mr. Joel."

Reaching into a fold of his trench coat, he withdrew a silvery rectangular device. Some kind of digital recording device.m

"You may not have noticed during your rampage, but our Fireflies friends had installed a reasonably well managed surveillance system. Six low grade camera, two in the stairwells, three in the corridors, and one in the operating room wherer you retrieved the young madchen. Apart from that, nearly two dozen hidden microphones spread throughout the building top to bottom, including the garage below ground. That was quite the display you put on my friend. And that is where our similarities lie."

"What are you talking about?" Ellie broke in. Her voice was cracking just a little. Honestly, it wasn't like she hadn't expected Joel's obvious lies to be peeled away. She'd known perfectly well at the time that they'd been lies, but at the time she'd needed comfort and reassurance more than the truth. Because the truth sort of sucked when you get down to it.

Not everything had been said aloud, but already the pieces were beginning to fall heavily into place.

The extinction of the Fireflies.

A rampage.

Didn't get a lot more obvious than that, did it?

A soldier jabbed her in the ribs with the butt of his rifle. The Skull raised a hand, a nonverbal command to stop.

"He didn't tell you what happened in the Spring, did he? Obviously not. Ah the things we tell to our children. Misleading platitudes that perpetuate the ever so prevalent false statement 'everything's going to be alright'. Pity. I'd hoped you were above such things. But not everyone can be a picture of perfection. However I still find your actions incredibly admirable, and astonishing in their execution. A single man slaying forty three militiamen and a single surgeon in his singleminded pursuit of his own desires, unbound by the constrains of petty morality. Other men I know would've walked alone out of that hospital, stoic in the idea that they'd let a loved one die for the sake of humanity.

But not you, Mr. Joel. You recognize the simple truths of the world. That morality is just a delusion that the small use to hold back the great. All that matters is personal drive and desire, not some worthless quest for a vaccination. And as you'll soon learn, I AM humanity. Humanity as it was meant to be, at it's peak of potential. Anything done without my input is a crime against Darwinism."

He stopped his monologue for a moment, stood up to full height, and paced on the street.

Though they didn't turn their heads, Tommy and Maria were staring at Joel, trying to decide whether these words had any real merit behind them. Not that now was really the time to be pointing figures or judging past actions, considering they'd all probably be dead as soon as the German guy's gloating speech was over. Were that not the case Tommy probably would've decked his brother by now, demand a few answers, then process them in an agonizingly slow way.

"There were Genesis tanks in the hospital basement, Agent Hill." Schmidt said over his soldier. "You may not have noticed Mr. Joel, but I certainly did."

"That's impossible" Maria said in a voice that nearly became a screech of denial. "The Genesis project was scrapped six months before I left Shield."

"The lies of Nicholas Fury never end, do they?" Schmidt drawled. "There were twelve tanks in use, eleven of which held malformed husks. One however was empty, and had produced a viable specimen if the control panel was to be believed." He turned on his squeaky leather heels to face Ellie.

"Your friend Marlene was quite the woman. Ambitious, fearless, and willing to do things other rebellious factions would consider far too grotesque in order to achieve her goals. Did you know that not only was she second away from having your life ended by the scalpel, but that she had plans to do so another dozen times? That's impressive. I have quite the blood record on my hands, but I can't say that I've killed the same girl thirteen times." He let out a long, crackly sigh. Flexing his fingers, the joint popped beneath his gloves.

A revolver, not an energy weapon, of a strange model folded out of his coat sleeve. A swastika was stamped into the grip, painted in blood red and tinted with black. He approached the bearded man on his knees, gun ready.

"This conversation has ended, unfortunately. I'd offer you membership among my men, Joel, but considering what I intend for young Ellie here I don't think you'll find that agreeable. As to your life, well" he smirked devilishly. "How did you pit it? 'You'll just come after her'?" The barrel was placed against Joel's forehead. It was cold and foreboding in it's presence.

A gunshot rang out, but Joel didn't drop.

At that exact same moment three other shots sounded.

BANG!

BANG!

BANG!

Three Hydra soldiers collapsed, heads replaced by bloodied stumps, the remains of brain matter and bits of white skull spread out in fan formations. A sniper rifle from somewhere to the west, and whoever was wielding it was an absolute master of the art.

Schmidt himself had spun on his heel and fired into the darkness, completely indifferent to his fallen men. He shot four more times. The bullets were obviously finding their mark somewhere, with each shot a crumpled bullet could be seen ricocheting off in all directions.

A white star appeared out of the night, painted on a large metal disc at the center of red and blue rings.

"Captain Rogers!" Schmidt called in an almost manic declaration, a mad grin spreading over his features. "How kind of you to join me!" He glanced at the headless corpses. "And you brought the Widow with you. Splendid. I presume the copy is with her?"

The man who stepped into the light was dressed in what Ellie could only describe, and would later describe to a friend, as a tattered American flag made into a suit of patriotic armor. Mainly it was blue, with red and blue stripes at cdertain places and stars on the shoulders. He wore a helmet with an A on the front, and white wings painted on the sides.

He held a large metal shield on his forearm, and held a pistol in the other hand.

However, that wasn't what was most striking about him, believe it or not. The most striking thing was the fact that the 'Captain' and Schmidt had the same face. Same blonde hair, same blue eyes, same carved cheeks and chin. What separated their looks was the age difference. The newcomer was at least a decade older looking, twenty six, maybe twenty-seven, while the Red Skull looked to be in his teens.

"You're still using my face, Schmidt" Captain America commented. Baby blue eyes were seething with hatred. Hatred beyond comprehension, reason or convincing otherwise. The hatred expressed at a mortal enemy.

"Of course" said Schmidt. "You should be flattered. Only your body was worthy to replace my first. The serum that empowers us has made us brothers bound in blood, Steven."

"You're no one's brother, least of all mine." He spoke with calm authority that held a tempest beneath every syllable. "Leave these people alone now, or I'll make you and every one of your men regret it."

" I assume you have more than just the Widow here with you. Two expert combatants are hardly enough to match me. Who else then? The Iron Lad, Cage, or perhaps the Valkyrie? The girl with divine blood so cruely tainted by that of a human womb?"

Whatever the answer really was, the Captain didn't give it. In a single moment he'd closed the distance between him and the skull by half. As he ran he flung his shield to the right where it bounced between two soldiers faces before returning to his forearm in a perfectly orchestrated display of geometry.

Then, as the fighting broke out, chaos took over.

Having only one set of eyes, Ellie wasn't quite sure how it was that the all out warfare began in that moment. One second the shield was thrown, the next, Tommy, Maria, and a handful of other Jackson natives had been freed and stood up to fight back against the invaders, and Captain America was engaged in perhaps the most viciously brutal display of hand to hand combat Ellie had ever seen. And she'd seen Joel stomp on more than a few windpipes.

Bullets whizzed past the dueling pair as they fought at blinding speed. Arms were black and blue blurs pummeling one another, bouncing off other limbs and the shield, visceral emotion radiating off them like heat from the sun.

Suddenly, Ellie felt the guards beside her collapse, hands slackening around her arms. One had gone down from the gunshot fired just three inches from her left ear. The other had a large hunting knife jammed between the plates of his neck armor. The hilt was held by a figure exactly the same height as her, with a hood so ridiculously baggy that no face was showing at all. A bow was slung over her back, with a quiver full of strange metallic arrows.

"Here" a female voice said from behind the fabric. She placed a second knife in Ellie's fingers.

"Thanks" Ellie said, twirling the weapon over once in her fingers. It didn't matter right now that she had no idea who this girl was. Really it was an easy choice in terms of trust. Strange girl with no face and a bow, or the crazy guys in masks? Trick question.

"Ellie!"

Hands still bound with ropes Joel sprinted to their side, ducking as one of the older Hopkins boys tackled a Hydra soldier to the ground.

"Joel!" she embraced him quickly, just a split second, before quickly cutting his bonds. Next to her, the hooded girl had gone visually stiff.

"Here" she pulled a loaded pistol from her boot and handed it over to Joel. 'We…we have to get moving. I'm with the Captain…his people can help us but we have to help clear this place out."

Ellie nodded. She looked up into Joel's aged face. Confusion was probably the most overt emotion she was feeling right now, mind reeling from an overload of new information. What exactly had happened with the Fireflies, and why? And, would that be information she really wanted to hear?

"We need to have a talk, alright?" she said. It wasn't a question. They needed to talk. And it wasn't going to be pleasant. Eyes downcast, Joel nodded. He'd known this was coming. He hadn't wanted it to come, so of course here it was.

"Gotcha" he replied, the blazing of gunfire reflected in the glass of his eyes.

The three of them were sprinting down a back alley within the next minute. A quick run through their house equipped Ellie with her own bow. Without having to be asked the strange new girl handed her three of her strange arrows with large, bulbous heads that had blinking red lips around the tip.

"Detonator heads" she explained quietly as they ran. "Just make sure you're not too close to your target….that could get real messy."

Fighting was erupting in all directions. While the Captain and the Skull fought near the common house, the fifty or so soldiers and the militiamen had taken up the affair with gusto. Not twenty feet could be crossed without coming across a broad fisted brawl or ducking a half dozen bullets. From somewhere outside the settlement sniper shots periodically rained down, taking out Hydra men with cold proficiency.

When the trio approached the gate they found a rather heated portion of the fight. Twelve Jackson men ducking behind the old car wrecks that flanked the town entrance for cover, going up against five heavily armed opponents. Jimmy was one of them. Sweat ran in torrents down his freckled face. His fingers were quaking on the trigger of his pistol. Fighting wasn't something he was good at. Weapon design and maintenance, yes, using them, no.

Wisely, he didn't call out to them. They hadn't been seen yet. Joel tapped them each on a shoulder.

"I'm gonna go left" he told them, chambering a bullet. "Draw em out. You take 'em out."

It was an incredibly simple order, but no further instruction was needed. They understood. Though Ellie wouldn't know until later why this new girl worked so well with her and Joel, she'd done it before.

The two girls crouched low against the concrete, bodies concealed by night and the dark pallor of their clothing. Arrows were knocked in their bowstrings. Almost rhythmically the beeping of the detonator heads filled their eyes, melodious as the beating of war drums.

Wildly Joel charged leftward away from the gate. Taking note of the sudden movement the soldiers turned their sights on him, firing shots that he avoided by the skin of his teeth with a strategic roll into a nearby alleyway. The trashbin leaned their quickly became so bullet riddled that it resembled an enormous ammo clip.

Shoulder to shoulder Ellie and her hooded friend climbed up on one knee, bowstrings pulled back. The few Jackson onlookers who could see them would later recount that they appeared as mirror images of one another, their bow technique matching as perfectly as their body language.

Two arrows soared towards the soldiers.

Each found it's mark in a Kevlar covered chest, and the beeping intensified a hundred fold.

Red lights turned yellow, and…..

BOOM!

Though only two of them had been hit directly, the resulting detonations were more than enough to send the six Hyrdra soldiers flying in a hundred different directions, their limbs and entrails in a hundred others. For a moment the ringing of metal and the resonance of the explosion hung in air, punctuated by the fight continuing around them. Then the Jackson Militia stood up from behind their cover.

"Okay then boys" Joel said, stepping into view, easily taking command of the newly assembled force. "We got work to do. Weasley, you stay here with the Malones and hold this spot. Anyone else comes in shoot the fuckers in the head. Everyone else, you're with me. We get to the center of town and we-"

Enormous helicopter blades cutting through the air silenced his string of commands. A spotlight grafted to the underside of the craft shone down on them. Clinking noises could be heard as the Gatling guns began rotating into life, spraying ordinance at an ungodly rate.

Two militiamen, including one of the Malone brothers, went down in an instant. The rest scrambled for cover.

So intense was the copters firing rate that it tore asphalt from the ground with each strafing rotating it made above the gate. Car husks were eviscerated in the blink of an eye.

Joel dove back behind the nearest house while Ellie and the other girl did the same at the opposite side of the small street.

Ellie squinted down at her bow, fitting a second detonator arrow onto the string. A copter would be a bitch to aim at. Thankfully, she wouldn't end up needing to aim at all. The copter was taken care of.

Were it not for the spotlight illuminating a new figure, she'd of missed it.

She, and it was clearly a girl, appearing no older than thirteen, had seemingly leapt from somewhere over the next block. Leapt an entire block, into the sky at least a hundred feet, entirely under her own power.

The spotlight shone off the girls armor, silvery scale plates. A platinum blonde braid tailed behind her as she flew through the air. An enormous sword half again the length of her body was raised above her head, and with the force that could crush steel, she brought it down through the copter.

Like a hot knife through butter the sword cleaved the vehicle in half. Dented blades stopped turning, though the guns still fired wildly as they fell to the ground.

And in two halves, the wreckage of the copter landed on the street.

Not too far from that, the girl landed, sword balanced over one shoulder.

"You guys alright?" she called to the Jackson folk. "Sorry I couldn't get here sooner. Had to help the Cap deal with some Extremis troops. Nasty fuckers."

No one answered her.

What the…..what?

"Well, pick yourselves up and get back in it" she said nonchalantly, taking a heaving breath. Exhaustion was clearly wracking her tiny frame. "This isn't over yet. Name's Emily Foster. They call me Valkyrie. Nice to meet you."

She looked up at the sky. Lighting forked in enormous blue splinters that matched the girls eyes. Thunder boomed, and the girl leapt back into the air, this time jumping towards the common house where the fighting was centered. Everyone was enthralled by her appearance, as well as her sudden departure. So much so, that the hooded girl didn't take note of the rush of wind that blew out from where Emily had jumped.

It left her face bare to the world.

She looked up, dripping in terror, to see Joel leveling his gun directly at her face. Ellie's knife made cool contact with the flesh of her throat.

"Who the fuck are you?" she whispered like Mistress Death herself.


End file.
